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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 3)(1)
UROMED CORPORATION
______________________________________________________________________________
(Name of Issuer)
Common Stock, no par value
______________________________________________________________________________
(Title or Class of Securities)
917274-10-2
______________________________________________________________________________
(CUSIP Number)
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(1) The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which would
alter the disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 ("Act") or otherwise subject to the liabilities of that section of
the Act but shall be subject to all other provisions of the Act (however, see
the Notes).
(Page 1 of 5 Pages)
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CUSIP No. 917274-10-2 13G/A Page 2 of 5 Pages
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1 NAMES OF REPORTING PERSONS
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
John G. Simon
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(See Instructions)
(a) / /
N/A (b) / /
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3 SEC USE ONLY
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4 CITIZENSHIP OF PLACE OR ORGANIZATION
United States of America
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5 SOLE VOTING POWER
NUMBER OF 4,180,029
SHARES ---------------------------------------------------
BENEFICIALLY 6 SHARED VOTING POWER
OWNED BY
EACH 32,920
REPORTING ---------------------------------------------------
PERSON 7 SOLE DISPOSITIVE POWER
WITH
3,987,167
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8 SHARED DISPOSITIVE POWER
32,920
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9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,212,949 (See Item 4(a) and footnote 2 thereto)
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10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(See Instructions) / /
N/A
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11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
15.8% (See Item 4(b) and footnote 3 thereto)
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12 TYPE OF REPORTING PERSON (See Instructions)
IN
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CUSIP No. 917274-10-2 13G/A Page 3 of 5 Pages
ITEM 1(a). NAME OF ISSUER:
UroMed Corporation, a Massachusetts corporation (the "Company").
ITEM 1(b). ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES:
The principal executive office of the Company is located at 64 A
Street, Needham, Massachusetts 02194.
ITEM 2(a). NAME OF PERSON FILING:
John G. Simon (the "Reporting Person").
ITEM 2(b). ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE:
The address of the Reporting Person is c/o UroMed Corporation,
64A Street, Needham, Massachusetts 02194.
ITEM 2(c). CITIZENSHIP:
United States of America
ITEM 2(d). TITLE OF CLASS OF SECURITIES:
Common Stock, no par value
ITEM 2(e). CUSIP Number:
917274-10-2
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CUSIP No. 917274-10-2 13G/A Page 4 of 5 Pages
ITEM 3. IF THIS STATEMENT IS FILED PURSUANT TO RULES 13D-1(B), OR 13D-2(B),
CHECK WHETHER THE PERSON FILING IS A:
(a) / / Broker or dealer registered under Section 15 of the Act.
(b) / / Bank as defined in Section 3(a)(6) of the Act.
(c) / / Insurance Company as defined in Section 3(a)(19) of the Act.
(d) / / Investment Company registered under Section 8 of the
Investment Company Act.
(e) / / Investment Adviser registered under Section 203 of the Investment
Advisers Act of 1940.
(f) / / Employee Benefit Plan, Pension Fund which is subject to the
provisions of the Employee Retirement Income Security Act of 1974
or Endowment Fund; see 13d-1(b)(1)(ii)(F).
(g) / / Parent Holding Company, in accordance with Rule 13d-1(b)(1)
(ii)(G); see Item 7.
(h) / / Group, in accordance with Rule 13d-1(b)(1)(ii)(H).
ITEM 4. OWNERSHIP:
(a) Amount beneficially owned: 4,212,949 shares (2)
(b) Percent of class: 15.8%(3)
(c) Number of shares as to which such person has:
(i) Sole Power to vote or to direct the vote: 4,180,029 shares
(ii) Shared power to vote or to direct the vote: 32,920 shares
(iii) Sole power to dispose or to direct the disposition of:
3,987,167 shares
(iv) Shared power to dispose or to direct the disposition of:
32,920 shares
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(2) Includes 22,460 shares of Common Stock which the Reporting Person
has the current right to acquire pursuant to currently exercisable stock
options or stock options exercisable within sixty (60) days of December 31,
1997. Also includes 192,862 shares of Common Stock held by other
shareholders of the Company with respect to which the Reporting Person has
the right to direct the vote pursuant to contractual relationships between
the Company and such shareholders. In accordance with Rule 13d-4 under the
Act, the Reporting Person disclaims beneficial ownership of these 192,862
shares owned by such other shareholders of the Company.
(3) Based upon an aggregate of 26,703,963 shares outstanding at
December 31, 1997 as reported by the Company to the Reporting Person.
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CUSIP No. 917274-10-2 13G/A Page 5 of 5 Pages
ITEM 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS:
Not applicable.
ITEM 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON:
Not applicable.
ITEM 7. IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED
THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY:
Not applicable.
ITEM 8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP:
Not applicable.
ITEM 9. NOTICE OF DISSOLUTION OF GROUP:
Not applicable.
ITEM 10. CERTIFICATION:
By signing below I certify that, to the best of my knowledge and
belief, the securities referred to above were acquired in the ordinary
course of business and were not acquired for the purpose of and do not
have the effect of changing or influencing the control of the issuer
of such securities and were not acquired in connection with or as a
participant in any transaction having such purposes or effect.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
February 12, 1998
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(Date)
/s/ John G. Simon
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John G. Simon
